Eric Demirian
IMAXAbout Eric A. Demirian
Independent director of IMAX since September 2010; age 66; based in Toronto, Ontario. Demirian is a Chartered Professional Accountant who serves as IMAX’s Audit Committee Chair and meets the SEC definition of an audit committee financial expert. He holds a bachelor of business management from Toronto Metropolitan University (formerly Ryerson University). His background spans partner-level audit/consulting (PwC), telecom operations (Group Telecom), and investment/financial advisory (Parklea Capital, Demicap).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers | Partner; Head, Information & Communication Practice | 1983–2000 | Led sector practice; foundation for audit/controls expertise used as IMAX Audit Chair. |
| Group Telecom, Inc. | Executive Vice President | 2000–2003 | Operating experience in telecom; informs technology/media oversight. |
| Parklea Capital Inc. | President | 2003–present | Boutique financial advisory and strategy; transactional and capital markets experience. |
| Demicap Inc. | President | Not stated | Private investment firm; investment oversight proficiency. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Descartes Systems Group | Non-Executive Chair of the Board | Not stated | Current public-company board leadership. |
| Calian Group Ltd. | Director | Not stated | Current public-company directorship. |
| Enghouse Systems Ltd. | Director | 2004–Mar 2025 | Prior public-company board; ended Mar 2025. |
| TMU (Advisory Council, School of Accounting & Finance) | Member | Not stated | Academic advisory role. |
| CPA Canada (Accounting Standards Board) | Advisor | Not stated | Standards advisory experience. |
| Parkinson Foundation of Canada | Director & Treasurer | Not stated | Non-profit governance. |
Board Governance
- Independence: IMAX identifies nine of ten directors as independent; Demirian is classified as independent under NYSE and Canadian standards.
- Committee roles: Audit Committee Chair; Audit Committee held five meetings in 2024 and all members are independent, holding quarterly in-camera sessions.
- Attendance: Board held eight meetings in 2024; Demirian attended 8/8 and all committees on which he served.
- Board leadership: Independent Chair (Darren Throop); executive sessions held at all regularly scheduled Board meetings (seven in 2024). No single presiding director over executive sessions.
- Tenure policy: No director term limits; mandatory retirement age of 80.
Fixed Compensation (Director)
| Component | Amount (USD) | Detail |
|---|---|---|
| Annual Director Retainer (cash) | $50,000 | Independent directors. |
| Audit Committee Chair Retainer (cash) | $15,000 | Chair premium. |
| Audit Committee Member Retainer (cash) | $10,000 | Member fee. |
| Total Cash Fees Paid (2024) | $75,000 | Matches Demirian’s fees earned. |
| 2024 Director Compensation Outcome | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $75,000 |
| Stock Awards (grant-date fair value) | $124,989 |
| Total | $199,989 |
Performance Compensation (Director)
| Grant | RSUs (#) | Grant Date | Grant Fair Value (USD) | Vesting & Metrics |
|---|---|---|---|---|
| Annual RSU grant | 7,856 | Jun 7, 2024 | $124,989 | Vested on grant; directors’ RSUs have no performance metrics. |
IMAX director equity policy: annual RSU value $125,000 for independent directors; grants follow the AGM and vested on grant in 2024. Chairman receives $170,000.
Other Directorships & Interlocks
| Company | Role | Potential Interlocks/Conflicts |
|---|---|---|
| Descartes Systems Group | Non-Executive Chair | No IMAX-related transactions disclosed. |
| Calian Group Ltd. | Director | No IMAX-related transactions disclosed. |
| Enghouse Systems Ltd. | Former Director | No IMAX-related transactions disclosed. |
Related-party transactions review: Proxy discloses none for Demirian; specific reviews noted for Kevin Douglas and Michael MacMillan situations, with Board determinations of no material relationship; Demirian not implicated.
Expertise & Qualifications
- Audit/financial oversight: CPA; audit committee financial expert under SEC rules; deep accounting and transactional experience.
- Industry/technology: Telecom EVP experience; board leadership in software/technology (Descartes) and diversified tech/services (Calian).
- Governance: Long-standing public-company board experience; academic and standards advisory roles.
Equity Ownership
| Metric | Value |
|---|---|
| Common Shares Beneficially Owned | 35,007 |
| % of Outstanding Shares | <1% |
| Options Exercisable within 60 days | None |
| Director Share Ownership Guideline | 400% of annual retainer |
| Current Ownership vs Guideline | 857% of annual retainer (compliant) |
| Hedging/Pledging | Prohibited by Insider Trading Policy |
Insider Trades
- Section 16(a) compliance: Company notes late filings for two executives (Anne Globe, Jonathan Fischer) due to administrative delays; no late filings disclosed for Demirian.
Governance Assessment
- Strengths: Independent Audit Committee Chair and SEC “financial expert” designation; 100% attendance; independent Board Chair with regular executive sessions; strong ownership alignment—Demirian exceeds the 400% guideline at 857%; no related-party transactions disclosed.
- Compensation alignment: Director cash fees are modest and tied to committee responsibilities; equity grants are time-based and vested immediately, but robust director ownership guidelines improve long-term alignment.
- Potential red flags/monitoring: Long tenure (on Board since 2010) amid no director term limits (mandatory retirement age 80); continued board refresh should be monitored to sustain independence and diversity of perspectives.
Context signal: Shareholder engagement improved say‑on‑pay support to 72.5% in 2024, with active Board participation—positive for governance culture and investor confidence.